8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

February 7, 2011 (February 7, 2011)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware	001-33055	74-3169953
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(213) 225-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure.

On February 7, 2011, BreitBurn Energy Partners L.P. (the “Partnership”) announced that that it had commenced a registered underwritten public offering of 4,000,000 common units representing limited partner interests in the Partnership (“Common Units”). The Partnership intends to use the net proceeds from the proposed offering to reduce borrowings under its bank credit facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

ITEM 8.01 Other Events.

In connection with the commencement of the offering of Common Units on February 7, 2011, the Partnership is providing the following updated disclosures with respect to the Partnership’s estimated proved reserves as of December 31, 2010, production and average daily production for 2010, bank credit facility and its undeveloped acreage in Michigan, and updating certain other disclosures appearing under the heading “Business” contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Reserves Update

As of December 31, 2010, our total estimated proved reserves were 118.9 MMBoe, of which approximately 65 percent were natural gas and 35 percent were crude oil. Of our total estimated proved reserves, 68 percent were located in Michigan, 12 percent in California, ten percent in Wyoming and eight percent in Florida, with the remaining two percent in Indiana and Kentucky. As of December 31, 2010, the total standardized measure of discounted future net cash flows was $1,065 million.

The following table summarizes estimated proved reserves and production for our properties by state:

	As of December 31, 2010							2010
	Estimated Proved Reserves (a)		Percent of  Total Estimated Proved Reserves			Estimated  Proved Developed Reserves		Production		Average Daily Production
	(MMBoe)					(MMBoe)		(MBoe)		(Boe/d)
Michigan		80.3		67.5	%		71.3		3,899		10,683
California		14.6		12.3	%		13.9		1,165		3,190
Wyoming		12.3		10.4	%		11.4		800		2,192
Florida		9.3		7.8	%		9.3		621		1,702
Indiana		1.5		1.2	%		1.5		141		386
Kentucky		0.9		0.8	%		0.9		73		201
Total		118.9		100	%		108.3		6,699		18,354

(a) Our estimated proved reserves were determined using $4.38 per MMBtu for gas, $79.40 per Bbl of oil for Michigan, California and Florida and $65.36 per Bbl of oil for Wyoming.

Estimates of our proved reserves were prepared by Netherland, Sewell & Associates, Inc. and Schlumberger Data & Consulting Services, independent petroleum engineering firms. Netherland, Sewell & Associates, Inc. prepares reserve data for our California, Wyoming and Florida properties, and Schlumberger Data & Consulting Services prepares reserve data for our Michigan, Kentucky and Indiana properties.

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Our Competitive Strengths and Our Strategy

Our Competitive Strengths

We believe the following strengths provide us with significant competitive advantages:

High-Quality Asset Base with Stable, Long-Lived Production

Our properties are located in large, mature fields characterized by a significant amount of original oil in place, long-lived reserves, low production decline rates and a high percentage of proved developed producing reserves. These properties have well-understood geological features and relatively predictable production profiles. Our assets are characterized by proved reserve life indexes averaging greater than 17 years. As of December 31, 2010, approximately 91% of our 118.9 MMBoe of estimated proved reserves were classified as proved developed.

Geographically Diverse Asset Base Consisting of a Balance of Oil and Gas Properties

Our reserves are geographically diverse and located in six states in the United States. As of December 31, 2010, our reserve mix consisted of approximately 35% oil and 65% natural gas.

Experienced Management, Operating and Technical Teams

Our experienced management, operating and technical teams share a long working history with the Partnership and our predecessor. Our CEO, Halbert S. Washburn, and our President, Randall H. Breitenbach, founded our predecessor in May 1988 and have assembled experienced operating and technical teams. Our executive officers and key employees have on average over 20 years of experience in the oil and gas industry and have a track record of acquiring, drilling and optimizing assets.

Substantial Hedging Through 2014 at Attractive Average Prices

Currently, we use a combination of fixed price swap and option arrangements to hedge NYMEX crude oil and natural gas prices. By removing the price volatility from a significant portion of our crude oil and natural gas production, we have mitigated, but not eliminated, the potential effects of changing crude oil and natural gas prices on our cash flow from operations for the hedged periods. Our oil and natural gas production is hedged approximately 87% on an equivalent basis for 2011. Our current oil and natural gas production is hedged approximately 78% for 2012, approximately 74% for 2013 and approximately 34% for 2014.

The following table summarizes open positions as of December 31, 2010, and represents, as of such date, derivatives in place through December 31, 2014, on annual production volumes:

	Year
	2011			2012		2013		2014
Oil Positions:
Fixed Price Swaps:
Hedged Volume (Bbls/d)		5,019			5,039		6,480		4,748
Average Price ($/Bbl)	$	76.14		$	77.15	$	81.37	$	88.10
Participating Swaps:(a)
Hedged Volume (Bbls/d)		1,439			—		—		—
Average Price ($/Bbl)	$	61.29		$	—	$	—	$	—
Average Participation %		53.2	%		—		—		—
Collars:
Hedged Volume (Bbls/d)		2,048			2,477		500		—
Average Floor Price ($/Bbl)	$	103.42		$	110.00	$	77.00	$	—
Average Ceiling Price ($/Bbl)	$	152.61		$	145.39	$	103.10	$	—
Floors:

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Hedged Volume (Bbls/d)		—		—		—		—
Average Floor Price ($/Bbl)	$	—	$	—	$	—	$	—
Total:
Hedged Volume (Bbls/d)		8,506		7,516		6,980		4,748
Average Price ($/Bbl)	$	80.17	$	87.97	$	81.06	$	88.10
Gas Positions:
Fixed Price Swaps:
Hedged Volume (MMBtu/d)		25,955		19,128		42,000		7,500
Average Price ($/MMBtu)	$	7.26	$	7.10	$	6.44	$	6.00
Collars:
Hedged Volume (MMBtu/d)		16,016		19,129		—		—
Average Floor Price ($/MMBtu)	$	9.00	$	9.00	$	—	$	—
Average Ceiling Price ($/MMBtu)	$	11.28	$	11.89	$	—	$	—
Total:
Hedged Volume (MMBtu/d)		41,971		38,257		42,000		7,500
Average Price ($/MMBtu)	$	7.92	$	8.05	$	6.44	$	6.00

(a) A participating swap combines a swap and a call option with the same strike price.

High Percentage of Operated Properties

For the year ended December 31, 2010, on a net production basis, we operated approximately 85% of our production. Maintaining control of our properties allows us to use our technical and operational expertise to manage overhead, production, drilling costs and capital expenditures and to control the timing of development opportunities.

Our Strategy

Our long-term goals are to manage our oil and gas producing properties for the purpose of generating cash flow and making distributions to our unitholders. In order to meet these objectives, we plan to continue to follow our core investment strategy, which includes the following principles:

Acquire Long-Lived Assets with Low-Risk Exploitation and Development Opportunities

Our acquisition program targets oil and natural gas properties that we believe will be financially accretive and offer stable, long-lived, high quality production with relatively predictable decline curves, as well as low-risk development opportunities. We evaluate acquisitions based on decline profile, reserve life, operational efficiency, field cash flow, development costs and rate of return. As part of this strategy, we continually seek to optimize our asset portfolio, which may include the divestiture of noncore assets. This allows us to redeploy capital into projects to develop low-risk, long-lived and lower-decline properties that are better suited to our strategy.

We regularly engage in discussions with potential sellers regarding acquisition opportunities. Such acquisition efforts may involve our participation in auction processes, as well as situations in which we believe we are the only party or one of a very limited number of potential buyers in negotiations with the potential seller. These acquisition efforts can involve assets that, if acquired, would have a material effect on our financial condition and results of operations. We seek to finance acquisitions with a combination of equity and funds from equity and debt offerings, bank borrowings and cash generated from operations.

Use Our Technical Expertise and State-of-the-Art Technologies to Identify and Implement Successful Exploitation Techniques to Optimize Reserve Recovery

Immediately after we acquire a property, our technical team conducts an extensive geologic and reservoir engineering study of the property to identify appropriate development opportunities. This study often involves assembling a 3-D geologic and reservoir model of the field, which guides our decision-making on these capital-intensive investments.

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We apply integrated reservoir engineering and geoscience technologies to all of our properties that allow us to better understand these complex hydrocarbon accumulations. We believe that this better understanding allows us to continue to design and implement development programs that optimize and incrementally add to the amount of any oil and gas reserves recovered from our properties. We believe that, dependent ultimately on commodity price levels, our current asset base provides us with the opportunity to continue to grow our reserves and production with a significant number of low geologic risk drilling opportunities. Furthermore, we are actively pursuing acquisitions, and one of the important factors we review and consider in acquiring new properties is adding potential additional drilling opportunities.

Reduce Cash Flow Volatility Through Commodity Price and Interest Rate Derivatives

Our revenues and net income are sensitive to oil and natural gas prices. We enter into various derivative contracts intended to achieve more predictable cash flow and to reduce our exposure to adverse fluctuations in the prices of oil and natural gas. We currently maintain derivative arrangements for a significant portion of our oil and gas production. We use a combination of fixed price swap and option arrangements to economically hedge NYMEX crude oil and natural gas prices. By removing the price volatility from a significant portion of our crude oil and natural gas production, we have mitigated, but not eliminated, the potential effects of changing crude oil and natural gas prices on our cash flow from operations for those periods. Our commodity price risk management program is intended to reduce our exposure to commodity prices and assist with stabilizing cash flow and distributions. To the extent we have hedged a significant portion of our expected production and the cost for goods and services increases, our margins would be adversely affected.

Our commodity hedging transactions are primarily in the form of swap contracts and collars that are designed to provide a fixed price (swap contracts) or range of prices between a price floor and a price ceiling (collars) that we will receive, instead of being exposed to the full range of price fluctuations.

In addition, we enter into derivative contracts in the form of interest rate swaps to minimize the effects of fluctuations in interest rates. However, from time to time we may unwind these interest rate swaps when the current interest rate environment offers better economics. Currently, we utilize London Interbank Offered Rate (“LIBOR”) swaps to convert the borrowing rate on indebtedness under our bank credit facility from a floating rate to a fixed rate. As of December 31, 2010, we had LIBOR swaps in place at an average fixed rate of 2.0750% through January 2014.

Maximize Asset Value and Cash Flow Stability Through Our Operating and Technical Expertise

We have organized the operation of our properties into defined operating regions to minimize operating costs and maximize production and capital efficiency. We maintain an inventory of drilling and optimization projects within each region to achieve organic growth from our capital development program. We seek to be the operator of our properties so that we can develop drilling programs and optimization projects that not only replace production, but add value through reserve and production growth and future operational synergies. Our development program is focused on lower-risk, repeatable drilling opportunities to maintain and/or grow cash flow. Many of the wells are completed in multiple producing zones with commingled production and long economic lives. In addition, we seek to deliver attractive financial returns by leveraging our technical expertise, experienced workforce and scalable infrastructure. For 2011, we estimate our capital expenditures, excluding acquisitions, will be approximately $71million. This estimate is under continuous review and is subject to ongoing adjustment. We expect to fund these capital expenditures primarily with cash flow from operations.

Recent Developments

Distributions

On January 31, 2011, we announced a cash distribution of $0.4125 per unit for the fourth quarter of 2010, or $1.65 per unit on an annualized basis, for all outstanding units. This distribution represents an increase from the third quarter distribution, which was $0.39 per unit, or $1.56 per unit on an annualized basis. The distribution will be payable on February 11, 2011 to the record holders of common units at the close of business on February 8, 2011.

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2011 Capital Program and Sunniland Trend Operations Update

On January 31, 2011, we announced that the Board of Directors of our General Partner approved a 2011 capital spending program. We expect our full year 2011 crude oil and natural gas capital spending program to be approximately $71 million, excluding acquisitions, compared with approximately $70 million in 2010, and anticipate spending approximately 70 percent principally on oil projects in California, Florida and Wyoming and approximately 30 percent principally on gas projects in Michigan, Indiana and Kentucky. We expect to drill or redrill approximately 40 wells in 2011 with 75 percent of our total capital spending focused on drilling and rate generating projects that are designed to increase or add to production or reserves.

As part of our 2011 capital spending program, we plan to drill three additional horizontal wells in the Raccoon Point Field in the Sunniland Trend in Florida. Our first horizontal well in the Raccoon Point Field, the CL & CC 27-5AH, came on production in May 2010 and our second well, the CL & CC 27-6AH, came on production in early January 2011. After two weeks, the second well was producing approximately 220 gross barrels of oil per day. The combined production from both wells is approximately 650 gross barrels of oil per day. A third well in the field, the CL & CC 26-2AH, was spud in late December and is currently drilling below 11,800 feet.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit No.	Document
23.1	Consent of Netherland, Sewell & Associates, Inc
23.2	Consent of Schlumberger Technology Corporation
99.1	Press Release of BreitBurn Energy Partners L.P. dated February 7, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.
	By:	BREITBURN GP, LLC,
		its general partner
Dated: February 7, 2011	By:	/s/ Gregory C. Brown
		Gregory C. Brown
		General Counsel and Executive Vice President

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EXHIBIT INDEX

Exhibit No.	Document
23.1	Consent of Netherland, Sewell & Associates, Inc
23.2	Consent of Schlumberger Technology Corporation
99.1	Press Release of BreitBurn Energy Partners L.P. dated February 7, 2011.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers, Netherland, Sewell & Associates, Inc. hereby consents to the inclusion or incorporation by reference in the registration statement on Form S-8 (File No. 333-149190), the registration statement on Form S-3 (No. 333-159888), the registration statement on Form S-3/A (No. 333-153579), the registration statement on Form S-4 (No. 333-171773) of BreitBurn Energy Partners L.P. of information from our firm’s reserve report dated January 25, 2011, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operating L.P. Interest in Certain Oil and Gas Properties located in California, Florida, and Wyoming as of December 31, 2010, which information has been included or incorporated by reference in such registration statements in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby further consent to the reference to this firm under the heading “Experts” in such registration statements.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ J. Carter Henson, Jr. P.E.
	J. Carter Henson, Jr. P.E. Senior Vice President

Houston, Texas

February 7, 2011

EX-23.2

Exhibit 23.2

CONSENT OF DATA & CONSULTING SERVICES

DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent petroleum engineers, Data & Consulting Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in the registration statement on Form S-8 (File No. 333-149190), the registration statement on Form S-3 (No. 333-159888), the registration statement on Form S-3/A (No. 333-153579), and the registration statement on Form S-4 (No. 333-171773) of BreitBurn Energy Partners L.P. of information from our firm’s reserve report dated 28 January 2011, entitled Reserve and Economic Evaluation Of Proved Reserves Of Certain BreitBurn Management Company, LLC Illinois and Michigan Basin Oil And Gas Interests As Of 31 December 2010 Executive Summary, which information has been included or incorporated by reference in such registration statements in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby further consent to the reference to this firm under the heading “Experts” in such registration statements.

SCHLUMBERGER TECHNOLOGY CORPORATION
By:	/s/ Charles M. Boyer II, PG
	Charles M. Boyer II, PG Advisor Unconventional Reservoirs Pittsburgh Consulting Services Pittsburgh, Pennsylvania

February 7, 2011

EX-99.1

Exhibit 99.1

BreitBurn Energy Partners L.P. Announces Public Offering of Common Units

LOS ANGELES, February 7, 2011 — BreitBurn Energy Partners L.P. (the “Partnership”) (NASDAQ:BBEP) announced today that it has commenced a public offering, subject to market and other conditions, of 4,000,000 common units representing limited partner interests in the Partnership. The Partnership intends to grant the underwriters a 30-day option to purchase up to an additional 600,000 common units if the underwriters sell more than 4,000,000 common units in the offering. The Partnership intends to use the net proceeds from the offering to repay indebtedness outstanding under its existing revolving credit facility.

Citi, Wells Fargo Securities, RBC Capital Markets and Barclays Capital will act as joint book-running managers of the offering. When available, a copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from:

Citi

Attention: Prospectus Department

Brooklyn Army Terminal

140 58th Street, 8th Floor

Brooklyn, NY 11220

Phone: (800) 831-9146

batprospectusdept@citi.com

Wells Fargo Securities

375 Park Avenue

New York, New York 10152

Attention: Equity Syndicate

Phone: (800) 326-5897

equity.syndicate@wellsfargo.com

RBC Capital Markets

Three World Financial Center

200 Vesey Street, 8th Floor

New York, NY 10281-8098

Attention: Equity Syndicate

Phone: (877) 822-4089

Barclays Capital

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Phone: (888) 603-5847

barclaysprospectus@broadridge.com

An electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The offering will be made pursuant to an effective shelf registration statement, which was previously filed by the Partnership with the Securities and Exchange Commission, and a prospectus supplement and accompanying prospectus, which will be filed by the Partnership with the Securities and Exchange Commission.

About BreitBurn Energy Partners L.P.

BreitBurn Energy Partners L.P. is a California-based publicly traded independent oil and gas limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties. These producing and non-producing crude oil and natural gas reserves are located in Northern Michigan, the Los Angeles Basin in California, the Wind River and Big Horn Basins in central Wyoming, the Sunniland Trend in Florida, and the New Albany Shale in Indiana and Kentucky. See www.BreitBurn.com for more information.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements relating to the offering. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements regarding closing of the offering and the use of proceeds of the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. These include risks relating to the Partnership’s financial performance and results, availability of sufficient cash flow to execute our business plan, our level of indebtedness, a significant reduction in the borrowing base under our bank credit facility, our ability to raise capital, prices and demand for natural gas and oil, our ability to replace reserves and efficiently develop our current reserves, the availability and cost of drilling and completion equipment, services and labor, and the factors set forth under the heading “Risk Factors” incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2010, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, BreitBurn undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

Investor Relations Contacts:

James G. Jackson

Executive Vice President and Chief Financial Officer

(213) 225-5900 x273

or

Gloria Chu

Investor Relations

(213) 225-5900 x210

BBEP-IR